SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 2, 2004

                                  VAXGEN, INC.
             (Exact name of Registrant as Specified in its Charter)

          DELAWARE                       0-26483               94-3236309
(State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                           Identification Number)

            1000 MARINA BLVD., SUITE 200, BRISBANE, CALIFORNIA 94005
                  (Address of Principal Administrative Offices)

       Registrant's Telephone Number, Including Area Code: (650) 624-1000



Item 5.  Other Events and Regulation FD Disclosure.

On March 2, 2004, VaxGen, Inc. issued a press release entitled, "VaxGen Reports
Phase I Clinical Trial Results of Anthrax Vaccine Candidate".

      This press release is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (a)   Financial Statements. Not applicable
      (b)   Financial Information. Not applicable
      (c)   Exhibits.

Exhibit No.            Description

99.1          Press release dated March 2, 2004, entitled, "VaxGen Reports
              Phase I Clinical Trial Results of Anthrax Vaccine Candidate".



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     VaxGen, Inc.
                                                     (Registrant)

Dated: March 2, 2004                         By:   /s/ Carter A. Lee
                                                -----------------------------
                                                Carter Lee
                                                Senior Vice President
                                                Finance & Administration